FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION

BRYNWOOD PARTNERS(CRD# 158087)

Item 2 SEC Registration/Reporting

Responses to this Item help us (and you) determine whether you are eligible to register
with the SEC. Complete this Item 2.A. only if you are applying for SEC registration
or submitting an
annual updating amendment
to your SEC registration.

A.

To register (or remain registered) with the SEC, you must check at least one of
the Items 2.A.(1) through 2.A.(12), below. If you are submitting an
annual updating amendment
to your SEC registration and you are no longer eligible to register with the SEC,
check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine
whether you may affirmatively respond to each of these items.

You (the adviser):

(1)

are a large advisory firm that either:

(a)

has regulatory assets under management of $100 million (in U.S. dollars) or more, or

(b)

has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent
annual updating amendment
and is registered with the SEC;

(2)

are a mid-sized advisory firm that has regulatory assets under management of
$25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:

(a)

not required to be registered as an adviser with the
state securities authority
of the state where you maintain your
principal office and place of business,
or

(b)

not subject to examination by the
state securities authority
of the state where you maintain your
principal office and place of business;

Click HERE
for a list of states in which an investment adviser, if registered, would not be
subject to examination by the
state securities authority.

(3)

have your
principal office and place of businessin Wyoming (which does not regulate advisers);

(4)

have your
principal office and place of businessoutside the United States;

(5)

are an investment adviser (or sub-adviser) to an investment company registered
under the Investment Company Act of 1940;

(6)

are an investment adviser to a company which has elected to be a business development
company pursuant to section 54 of the Investment Company Act of 1940 and has not
withdrawn the election, and you have at least $25 million of regulatory assets under
management;

(7)

are a pension consultant with respect to assets of plans having an aggregate
value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);

(8)

are a related adviser under rule 203A-2(b) that
controls, is
controlled
by, or is under common
control
with, an investment adviser that is registered with the SEC, and your
principal office and place of business
is the same as the registered adviser;

State Securities AuthorityNotice Filings
and State Reporting by
Exempt Reporting Advisers

C.

Under state laws, SEC-registered advisers may be required to provide to
state securities authorities
a copy of the Form ADV and any amendments they file with the SEC. These are called
notice filings. In addition,
exempt reporting advisers
may be required to provide
state securities authorities
with a copy of reports and any amendments they file with the SEC. If this is an
initial application or report, check the box(es) next to the state(s) that you would
like to receive notice of this and all subsequent filings or reports you submit
to the SEC. If this is an amendment to direct your
notice filings
or reports to additional state(s), check the box(es) next to the state(s) that you
would like to receive notice of this and all subsequent filings or reports you submit
to the SEC. If this is an amendment to your registration to stop your
notice filings
or reports from going to state(s) that currently receive them, uncheck the box(es)
next to those state(s).

Jurisdictions

AL

AK

AZ

AR

CA

CO

CT

DE

DC

FL

GA

GU

HI

ID

IL

IN

IA

KS

KY

LA

ME

MD

MA

MI

MN

MS

MO

MT

NE

NV

NH

NJ

NM

NY

NC

ND

OH

OK

OR

PA

PR

RI

SC

SD

TN

TX

UT

VT

VI

VA

WA

WV

WI

If you are amending your registration to stop your
notice filings
or reports from going to a state that currently receives them and you do not want to pay that state's
notice filing
or report filing fee for the coming year, your amendment must be filed before the end of the year (December 31).